SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 21, 2015
Foot Locker, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
|112 West 34th Street, New York, New York
|(Address of Principal Executive Offices)
|Registrant’s telephone number, including area code: (212) 720-3700|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 2.02. Results of Operations and Financial Condition.
On August 21, 2015, Foot
Locker, Inc. (the “Company”) issued a press release announcing its financial and operating results for the second quarter
of 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The release includes a non-GAAP
net income result for the prior year’s second quarter that excludes a $1 million charge related to trade name impairment.
The Company believes this non-GAAP financial result provides useful information to investors because it allows for a more direct
comparison of the Company’s performance for the second quarter of 2015 to the Company’s performance in the comparable
prior-year period. The non-GAAP financial result is provided in addition to, and not as an alternative to, the Company’s
reported results prepared in accordance with GAAP. A reconciliation to GAAP is provided in the Condensed Consolidated Statements
In accordance with General
Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
||Financial Statements and Exhibits.
||Press Release, dated August 21, 2015, issued by Foot Locker, Inc.|
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|Date: August 21, 2015
||/s/ Lauren B. Peters|
Name: Lauren B. Peters
Title: Executive Vice President and
Chief Financial Officer